Ruth Chatterton

Lilly 'Queenie' Turner Dixon

George Brent

Bob Chandler

Frank McHugh

David 'Dave' Dixon

Guy Kibbee

Doc Peter McGill

Robert Barrat

Fritz 'Heinie'

Marjorie Gateson

Mrs. Bessie 'Ma' McGill

Gordon Westcott

Rex Durkee

Arthur Vinton

Sam Waxman

Grant Mitchell

Dr. Hawley

Margaret Seddon

Mrs. Turner

Mae Busch

Hazel

Irving Bacon

Earle Yokum (uncredited)

Don Brodie

Man in Carnival Audience (uncredited)

Heinie Conklin

Diner Counterman (uncredited)

Frank Darien

Hotel Porter (uncredited)

Gordon De Main

Doctor (uncredited)

June Gittelson

Fat Lady in Doc McGill's Audience (uncredited)

Harrison Greene

Wedding Guest (uncredited)

Ben Hall

Western Union Boy (uncredited)

Florence Roberts

Wedding Guest Calling for Bride (uncredited)

Kathrin Clare Ward

Mrs. Flint - Cook at Wedding (uncredited)